Item R08 R8
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
October 16, 2024
Agenda Item Number: R8
2023-3099
BULK ITEM: No DEPARTMENT: County Attorney
TIME APPROXIMATE: STAFF CONTACT: Bob Shillinger
n/a
AGENDA ITEM WORDING: Approval of the 1st Amendment to the Professional Services
Agreement with Stearns, Weaver, Alhadeff& Sitterson, P.A. dated July 11, 2023, retroactive to August
1, 2024, to update the scope of services and add additional timekeepers.
ITEM BACKGROUND:
The Board previously engaged the law firm of Stearns Weaver Alhadeff& Sitterson, P.A. to assist with
the drafting of a proposed County Charter. That agreement authorized the County Attorney to assign
other matters to the firm in writing. The County Attorney sought the firm's assistance with two permit
challenges related to the Man-of-War Harbor and Boca Chica Channel mooring fields and other land
use issues. The additional matters necessitated adding Planner Ken Metcalf to the list of approved
timekeepers and billing rates since the original agreement did not contemplate use of a planner. Mr.
Metcalf is a former official with the Department of Community Affairs who will bill at $275/hour. The
proposed amendment would take effect retroactive to August 1, 2024.
Although the original agreement contemplated adding additional shareholder and associate attorneys at
agreed upon rates, the names of the additional timekeepers, their titles and billing rates are included in
the proposed amendment for purposes of clarity.
PREVIOUS RELEVANT BOCC ACTION:
On 7/19/23, the Board ratified the professional services agreement tentatively entered into by the
County Attorney effective 6/8/23.
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
Updates the list of items included in the scope of services and added additional timekeepers.
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STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
1st amend - Professional Services Agreement Monroe County Stearns Weaver 2023 - gtb 9-26-24.pdf
Stearns Weaver Agreement re County Charter 07-19-23.pdf
2024 09 C01 Steams Weaver Signed EXP I I 2025.pdf
FINANCIAL IMPACT:
Some.
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IsT AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
STEARNS,WEAVER,ALHADEFF & SITTERSON, P.A.
THIS IsT AMENDMENT TO AGREEMENT("Amendment")is made and entered into
this day of October 2024 retroactive to August 1, 2024, by and between MONROE
COUNTY, hereinafter referred to as Client, and STEARNS, WEAVER, ALHADEFF &
SITTERSON, P.A., hereinafter referred to as Firm.
WHEREAS, on the 111h day of July 2023 the Firm entered into an Agreement (Original
Agreement)with the Client to provide certain professional legal services; and,
WHEREAS, the Original Agreement between the parties specifies the services to be
performed as well as the names and rates of authorized timekeepers; and
WHEREAS,the parties wish to amend parts of Articles 2 and 3 of the Original Agreement
in order to update the list of services to be performed as well as the names of authorized
timekeepers and their hourly rates; and
WHEREAS,the parties specifically intend to have this amendment take effect retroactive
to August 1, 2024.
NOW THEREFORE,in consideration of the promises contained herein,the parties hereto
agree as follows:
SECTION 1. Article 2 of the Original Agreement is amended to read as follows:
ARTICLE 2 - SERVICE TO BE PERFORMED
The Firm shall provide advice and legal representation with regard to the following matters or
category of matters as requested by Monroe County and subject to the prior approval of the Firm:
1. advice and representation regarding the adoption of a Monroe County Charter;
2. advice and representation regarding the Client adopting the Charter County
Transportation Surtax;
3. advice and representation regarding_ mooring_ field ield permits;
4. advice and representation regarding_ land use planning matters; and
5. Any other matter requested in writing by the County Attorney and agreed to in writing
by the Firm.
[the underlined matters set forth in paragraphs 3 and 4 represent the additional matters; the
remaining portions of Article 2 remain unchanged ]
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SECTION 2. Article 3 of the Original Agreement is amended to read as follows:
ARTICLE 3 - COMPENSATION
FEES:
The following are approved timekeepers and their hourly rates:
Glenn Burhans, Shareholder $475
Abigail Corbett, Shareholder $375
Erin Tilton, Shareholder $375
Jeffrey A. Collier, Shareholder $375
Matthew Bryant, Associate $300
Christopher Clark, Associate $300
Kenneth B. Metcalf, Director of Planning & Development $275
[the names, titles, and billing rates of the additional timekeepers are underlined; the remaining
portions of Article 3 remain unchanged]
SECTION 3. All other provisions of the July 11,2023 Original Agreement,which are not
amended herein, shall remain in full force and effect.
Attest: KEVIN MADOK, Clerk BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: By:
Deputy Clerk Mayor
Approved as to form and legal sufficiency:
Robert B. Shillinger, Jr., County Attorney
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STEARNS WEAVER MILLER
ALHADEFF & SITTERSON, PA
ow ,
By:
Name: Glenn Burhans, Jr.
Title: Shareholder
Date: 9/26/2024
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')`j COURY4
Kevin Madok, CPA
Clerk of the Circuit Court& Comptroller— Monroe County, Florida
DATE: July 20, 2023
TO: Robert Shillinger
County Attorney
ATTN: Abra Campo, Contract Administrator
County Attorney's Office
C.FROM: Pamela G. Hancoa' k I
SUBJECT: July I 91h BOCC Meeting
Attached is an electronic copy of the following item for your handling:
0I I Ratified Professional Services Agreement with the laN%, finii of'Stennis, \N'cavcr,
\N'cisslcr-, Allia(lcfl'& Sittcrson, P.A. to assist the Couii(}, Attonie),mth drafting Mid
pr-cpal-Ing of proposed County Charter, and authonizing flic payment for Work that
C0111111cliced 011it1lle 8, 2023.
Should }'oti have an}- questions plcasc feel free to contact nic at (305) 292-3550.
cc: Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
5554
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 11th day of July 2023, by and
between MONROE COUNTY, hereinafter referred to as Client, and STEARNS, WEAVER,
WEISSLER, ALHADEFF & SITTERSON, P.A., hereinafter referred to as Firm.
WHEREAS, the Client requires certain professional legal services; and,
WHEREAS, the Firm represents that it is capable of providing such Services:
NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree
as follows:
ARTICLE 1 - EFFECTIVE DATE AND TERM
The effective date of this Agreement shall be retroactive to June 8, 2023. The Agreement shall
continue in full force and effect until terminated either by the Firm or by the Client. Monroe
County's obligation to pay is contingent upon annual appropriation by the Monroe County Board
of County Commissioners.
ARTICLE 2 - SERVICE TO BE PERFORMED
The Firm shall provide advice and legal representation with regard to the following matters or
category of matters as requested by Monroe County and subject to the prior approval of the Firm:
1. advice and representation regarding the adoption of a Monroe County Charter;
2. advice and representation regarding the Client adopting the Charter County
Transportation Surtax; and
3. Any other matter requested in writing by the County Attorney and agreed to in writing
by the Firm.
The Firm has conducted a thorough investigation and determined that neither the Firm nor its
attorneys has any ethical impediment, real or potential, to representing the County. If any such
impediment arises, the Firm shall immediately take steps required by Florida Bar rules to resolve
the conflict or withdraw from representation. If a conflict of interest arises that cannot be avoided
or mitigated under the Rules of Professional Conduct of the Florida Bar, the County may, in its
discretion, (a) obtain reimbursement from the Firm for all fees and costs paid to the Firm in this
matter; and (b) obtain cancellation of all further amounts allegedly owed by the County to the
Firm.
The Client recognizes, however, that the Firm is a large law firm and represents many other
entities and individuals who may be or are adverse to the Client since the Client, as a
governmental entity, regulates and/or in the further may regulate, other Firm clients. The Firm's
representation of the Client in the Subject Matter is possible only if the Client agrees to a present
and future waiver of conflicts. Thus, during and after the time we are representing the Client, the
Client agrees that we may also represent other present and future clients in matters adverse to
the Client that are not directly related to the Subject Matter. Based on the foregoing, the Client
agrees that our representation of it in the Subject Matter will not disqualify the Firm from opposing
it in other matters that are unrelated to the Subject Matter of this representation. The Client hereby
agrees, consents, and waives any conflict of interest arising out of our continued and future
representation of Firm clients adverse to the Client in any other matter that is unrelated to the
Subject Matter, including but not limited to permitting, enforcement, transactional, litigation, and
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any other matter which involves the Client's exercise of its authority as a governmental entity.
The Firm agrees, however, not to use any privileged, proprietary or other confidential information
of a nonpublic (i.e., not subject to disclosure pursuant to Chapter 119, Florida Statutes) nature
concerning the Client acquired by the Firm as a result of our representation of the Client in this
representation in connection with any litigation or other matter in which we are opposed to the
Client.
ARTICLE 3 - COMPENSATION
FEES:
The following are approved time-keepers and their hourly rates:
Glenn Burhans, Shareholder $475
Abigail Corbett, Shareholder $375
In addition to the above, other shareholders, associates, of counsel, and paralegals may be
assigned by the Firm to work on Monroe County matters at the hourly rates of $375
(shareholders), $300 (associates), and $195 (paralegals), respectively.
The initial time-keepers approved by the County are listed above. This list of time-keepers may
be amended from time to time (including for the addition or deletion of names, or promotion of a
time-keeper from Associate to Shareholder)upon the prior written approval of the Monroe County
Attorney. In the event that time-keepers are added, their billing rates shall be shown above, as
may be amended from time to time.
COSTS:
1. Travel expenses will be reimbursed in accordance with and at the rate set forth in the
applicable provisions for "approved travelers" in the Monroe County Code, and will be
summarized on the Monroe County Travel Form with all applicable receipts attached.
2. Other reimbursable expenses will include court filing fees and costs, witness fees
(including experts and consultants) and court reporter fees.
3. All other costs will be non-reimbursable, including but not limited to postage (including
overnight mail), photocopies, facsimiles, telephone charges, courier charges, and computerized
research.
RETAINER
An Advance Fee will not be required.
BILLING
All invoices shall be sent to the Client on a monthly basis. All invoices shall be paid in accordance
with Florida Local Government Prompt Payment Act unless there are disputed charges. All billing
shall be done in .10 hour increments.
Each invoice will list the names of the attorneys or paralegals working on each matter and the
amount of time expended on the matter by each attorney or paralegal, on a daily basis, with a
short description of the work performed for that billing entry. Each invoice will be submitted with
supporting documentation in a form acceptable to the Clerk of Courts, based on generally
accepted accounting principles, and such laws, rules and regulations as may govern the Clerk's
disbursal of funds.
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The Client will receive early and frequent evaluation of all cases. If the client is not likely to prevail
in litigation, in the Firm's reasonable estimation, the Client will be advised in order to minimize
litigation costs, and settle the case.
Until ratified by the County Commission, the County's liability for work billed under this
agreement shall be capped at no more than $49,999.99.
ARTICLE 4 - STANDARD OF CARE
The Firm shall exercise the same degree of care, skill, and diligence in the performance of the
Services as is ordinarily provided by Attorneys under similar circumstances and the Firm shall, at
no additional cost to the Client, re-perform services which fail to satisfy the foregoing standard of
care.
ARTICLE 5 - COMPLIANCE WITH LAWS
In performance of the Services, the Firm will comply with applicable regulatory requirements
including federal, state, and local laws, rules regulations, orders, codes, criteria and standards.
ARTICLE 6 - INSURANCE
During the performance of the Services under this Agreement, the Firm shall maintain
Professional Liability Insurance, which shall be written by an insurance company authorized to do
business in Florida. This insurance shall provide coverage against such liability resulting from this
Contract. The minimum limits of coverage shall be $250,000 per claim and $500,000 aggregate.
Certificates of insurance showing coverage in the amounts shown above is in force shall be
submitted at the time of initial execution of the Agreement by both parties. The Firm shall maintain
coverage in force at all times. Thereafter, the Firm shall supply new certificates of insurance,
showing coverage in force, whenever the policy lapses or is replaced by another policy.
ARTICLE 7 — MODIFICATION and TERMINATION OF AGREEMENT
Any modification to this Agreement requires the express written consent of both parties.
Client shall have the right to terminate this Agreement or suspend performance thereof without
cause for the Client's convenience upon written notice to the Firm, and the Firm shall have the
right to terminate or suspend performance of Services upon written notice to the Client and upon
terms consistent with the Rules Regulating the Florida Bar and the State and Federal Rules of
Civil Procedure.
ARTICLE 8 - UNCONTROLLABLE FORCES
Neither the Client nor the Firm shall be considered to be in default of this Agreement if delays in
or failure of performance shall be due to Uncontrollable Forces,the effect of which, by the exercise
of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable
Forces" shall mean any event which results in the prevention or delay of performance by a party
of its obligations under this Agreement and which is beyond the reasonable control of the
non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning,
epidemic, war, riot, civil disturbance, sabotage, and governmental actions (unless such
governmental action is the nonpayment of legal fees).
Neither party shall, however, be excused from performance if nonperformance is due to forces
which are preventable, removable, or remediable and which the non-performing party could have,
with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable
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dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed
from performance by an uncontrollable force, give written notice to the other party describing the
circumstances and uncontrollable forces preventing continued performance of the obligations of
this Agreement.
ARTICLE 9— DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida. The prevailing party in any proceeding to resolve a dispute under this Agreement shall
be entitled to recover reasonable expenses, including attorneys fees and costs.
ARTICLE 10 — NOTICE
Any notice required to be given under this Agreement shall be in writing and delivered by certified
mail, return receipt requested, to the other party as follows:
For Monroe County: For the Firm:
Monroe County Attorney Glenn Burhans, Jr.
1111 12th St. Suite 408 106 E. College Ave. —Suite 700
Key West, FL 33040 Tallahassee, FL 32301
Tel.: (305) 292-3470 Tel.: (850) 329-4850
Fax: (305) 292-3516
ARTICLE 11 — ETHICS CLAUSE
The Firm warrants that it has not employed, retained or otherwise had acts on its behalf any
former Monroe County Code officer or employee in violation of Section 2 of Ordinance 10-1990
or any current County officer or employee in violation of Section 3 of Monroe County Ordinance
20-1990. For breach or violation of this provision, the County may, at its discretion, terminate this
Agreement without liability and may also deduct from the amount owed the full amount of any fee,
commission, percentage, gift or consideration paid to the former or present County officer or
employee.
ARTICLE 12 —GOVERNING LAW
This Agreement shall be governed and construed by and in accordance with the laws of the State
of Florida.
ARTICLE 13— RECORDS
The Firm shall maintain all books, records, and documents directly pertinent to performance under
this Agreement in accordance with generally accepted accounting principles consistently applied.
If an auditor employed by the County or the Clerk of Courts determines that monies paid to the
Firm were spent for purposes not authorized by this Agreement, the Firm shall repay the monies
together with interest calculated pursuant to Section 55.03, F.S., running from the date the monies
were paid to the Firm.
ARTICLE 14— FLORIDA PUBLIC RECORDS LAW
Per F.S. 119.0701, the Firm shall:
1. Keep and maintain public records required by the public agency to perform the
service.
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2. Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise
provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of the contract if the contractor does not transfer the
records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the contractor or keep and maintain public records required by the public
agency to perform the service. If the contractor transfers all public records to the public agency
upon completion of the contract, the contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the contractor
keeps and maintains public records upon completion of the contract, the contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of public records,
in a format that is compatible with the information technology systems of the public agency.
A contractor who fails to provide public records to Monroe County or pursuant to a valid public
records request within a reasonable time may be subject to penalties under section 119.10,
Florida Statutes.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT: BRIAN BRADLEY, C/O MONROE COUNTY ATTORNEY'S OFFICE,
1111 12TH ST., SUITE 408, KEY WEST FL 33040, bradley-
brla nor nr ecounit -fl. Oy, (305) 292-3470.
ARTICLE 15— MISCELLANEOUS
A. F.S. 287.135: This contract is terminable at the option of the County if the firm is
found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged
in a boycott of Israel.
B. Public Entity Crime Statement: A person or affiliate who has been placed on the
convicted vendor list following a conviction for public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a public entity, may not
submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of
a public building or public work, may not submit bids on leases of real property to public entity,
may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant
under a contract with any public entity, and may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period
of 36 months from the date of being placed on the convicted vendor list.
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IN WITNESS WHEREOF, the Client and the Firm have executed this Agreement as of the day
and year first above written.
STEARNS WEAVER ALHADEFF & MONROE COUNTY BOARD OF COUNTY
SITTERSON, P.A. COMMISSIONERS
Digit'11y signed by Robert B.Shlifinger
Robert B. DN: obert B.Shillinger,o=Ntonroe County
lof KXC,ou=mwroe County Attorney,
wmH--shillingo-bobomnr�ounty-fl.gm,�-US
By:A14AVIU�'Q0 . By: Shillinger Date:2023.07.11 13:1338-04'W
Name: Glenn Burhans, Jr. Name: Robert B. Shillinger
Title: Shareholder Title: County Attorney
Date: July 11, 2023 Date: July 11, 2023
Pursuant to Section 1 of Ordinance 003-2023, the County Attorney has the authority to retain
outside counsel including execution of all necessary documents, subject to ratification of the
Board.
ied by the Board of County Commissioners on 19th day of jL11\
Li
V N MADOK Clerk BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: By:
As Deputy Clerk Mayor Pro Tern
Approved as to form and legal sufficiency:
Digitally signed by Robert B.Shillinger
A-4 DN-cn B.Shillinger,o=Monroe County K)CC,ou=Monroe
Robert- B. Shillin * Robert
=County ntyAttomey,email--shillinger-bob@monroecounty-fl.gov,c=US
Date:2023.07.11 14:3634-04'00'
Robert B. Shillinger, County Attorney
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ALAS
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July 13, 2023
Monroe County Attorneys Office APPROVED BY RISK MANAGEMENT
I I I I 12th Street BY
Suite 408 DATEµmm
711412W.3
Key West, FL 33040 WAIVER N/A-YES-
Attn: Abra Campo, Contract Administrator
CONFIRMATION OF INSURANCE
We hereby confirm that Steams Weaver Miller Weissler Alhadeff&
Sitterson, P.A. has Professional Liability Coverage under Policy LPL-1911-2023
with limits of liability not less than $250,000 per claim and $500,000 in the
aggregate with the right, under stated conditions, to purchase extended reporting
rights upon termination of such Policy by ALAS.
The Policy effective date is from January 1, 2023 to January 1, 2024.
Such Policy is subject to the terms, conditions, limitations and exclusions
stated therein.
ATTORNEYS' LIABILITY ASSURANCE SOCIETY LTD.,
A RISK RETENTION GROUP
By: 41 Date: 7/13/2023
Nancy J. Montroy
Vice President—Director of Underwriting
71 llf "J V,/a, f [)rive,
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ALAS
L
January 9, 2024
Monroe County Attorneys Office APPROVED BY RISK MANAGEMENT
I I I I 12th Street
Suite 408 By"
Key West, FL 33040 DATE 9/30/2024
WAIVER N/A-YES-
Attn: Abra Campo, Contract Administrator
CONFIRMATION OF INSURANCE
We hereby confirm that Steams Weaver Miller Weissler Alhadeff&
Sitterson, P.A. has Professional Liability Coverage under Policy LPL-1911-2024
with limits of liability not less than $250,000 per claim and $500,000 in the
aggregate with the right, under stated conditions, to purchase extended reporting
rights upon termination of such Policy by ALAS.
The Policy effective date is from January 1, 2024 to January 1, 2025.
Such Policy is subject to the terms, conditions, limitations and exclusions
stated therein.
ATTORNEYS' LIABILITY ASSURANCE SOCIETY LTD.,
A RISK RETENTION GROUP
By. Date: 1/9/2024
Nancy J. Montroy
Vice President—Director of Underwriting
71 llf "J V,/a, f [)rive,
12 697("5 9
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